Payments Terms of Service

The Terms and Conditions described here constitute a legal agreement
(“Agreement”) between the sole proprietor or business listed as the
“Merchant” in the Shopify Payments service registration page (the
“Merchant”, “you” or “your”) and Shopify (Ireland) Limited, an Irish
private company limited by shares with offices at 150 3rd Floor, Europa
House, Harcourt Building, Harcourt Street, Dublin 2 (“Shopify”, “we”,
“us”, or “our”).

A. The Shopify Payments Service (the "Service")

Our Role
The Shopify Payments service (“Shopify Payments” or the
“Services”) is a (i) payment account boarding; (ii) payment
underwriting; and (iii) payment data transmission service that
helps you integrate with a payment processor (the “Processor”)
as described more fully in this Agreement. The Services may also
include the supply of point-of-sale equipment (“POS Equipment”),
subject to availability and to your election to procure the
same. You hereby appoint us as your agent to deliver information
and instructions on your behalf to the Processor.

Under the separate Shopify Terms of Service (the “Shopify
Terms”), Shopify provides its online storefront, shopping cart,
store management, marketing, SEO and other core services
(collectively, the “Shopify Services”). The Shopify Terms are
incorporated herein by reference and by accepting this Agreement
you are also accepting them.

Shopify is not a bank, payment institution or money services
business, but is instead a supplier of the Services set out
herein and those supplied under the Shopify Terms.

Our Processor
The Processor is Stripe Payments Australia Pty Ltd., a limited
company incorporated under the laws of Australia, which is a
technical service provider and agent of National Australia Bank
Limited, a bank licensed under the laws of Australia (“NAB”).
The processing and settlement of your Transactions (“Payment
Processing”) are carried out by Stripe and NAB under a separate
Stripe Connected Account Agreement,
including the Australian Terms of
Service. (collectively, the “Processor Terms”). By
accepting this Agreement, you are also accepting and agreeing to
be bound by the Processor Terms. Shopify is not a party to the
Processor Terms and is not liable to you in respect thereof. By
accepting this Agreement and the Processor Terms you are
agreeing to the creation of an account with the Processor for
Payment Processing (the “Processor Account”). We reserve the
right to change the Processor, subject to the terms of our
agreement with Processor. In the event of any inconsistency
between this Agreement and the Processor Terms concerning
Payment Processing or the Processor Account, the Processor Terms
shall prevail. The Processor’s role is to accept and process
credit card, debit card and other types of card payments
(collectively “Cards”) with respect to sales of your products
and services through internet-based transactions (“Card Not
Present Transactions" or “CNP Transactions”). POS Equipment
permits transmission of data to the Processor from in-person,
point-of-sale transactions (“Card Present Transactions" or “CP
Transactions”) as well as manually entered transactions (“Keyed
Transactions”). CNP Transactions, CP Transactions and Keyed
Transactions shall be referred to herein, collectively, as
“Transactions”.

Your Role
To utilize the Services, you must be a business, small or large,
located in the Designated Country (as defined below).

The Service
Shopify hereby grants you a non-exclusive, non-transferable,
non-sublicensable, limited, revocable right to use the Services
(the “License”). The License shall be for the term of this
Agreement only. Neither the License nor any other provision
hereof shall grant any rights in the Service or other
intellectual property rights except the limited License of use
set out above.

You shall not: (i) permit any third party to access the
Services, including but not limited to the Software, except as
permitted herein and to carry out Transactions; (ii) create
derivate works based on the Services; (iii) copy, frame or
mirror any part of the content of the Services, other than
copying or framing for your internal business purposes, (iv)
reverse engineer, disassemble, decompile or otherwise attempt to
discover the source code or trade secrets for any of Services;
or (v) access the Services in order to build a competitive
product or service.

It is your responsibility to obtain your Customers’ consent to
be billed for each Transaction or, as the case may be, on a
recurring basis in compliance with applicable legal requirements
and Visa Europe Ltd., Visa U.S.A., Inc., Visa Canada Inc. and
Visa International (collectively, “Visa”) and MasterCard
International Incorporated (“MasterCard”), American Express or
other applicable Card network (such networks being,
collectively, the “Payment Networks”) payment rules (the
“Payment Network Rules”).

POS Equipment
You may elect to purchase POS Equipment from Shopify that will
allow you to accept CP Transactions and Keyed Transactions. POS
hardware may be purchased on the Shopify hardware store, https://www.shopify.com/pos/hardware (the
“POS Equipment Store”). POS software may be downloaded for iOS
devices from the Apple App Store, under the title “Shopify POS"
or “Shopify”.

Payment Methods
The Services support most Payment Network Cards including
credit, debit, pre-paid, or gift Cards. You assume sole and
exclusive responsibility for the use of the Services. You also
assume sole and exclusive responsibility for Transactions under
the Processor Terms. You are solely responsible for verifying
the identity of Customers and of the eligibility of a presented
payment Card used to purchase products and services, and Shopify
does not guarantee or assume any liability for Transactions
authorized and completed which may later be reversed or charged
back. Shopify or the Processor may add or remove one or more
types of Payment Networks or Cards as a supported payment Card
or Payment Network in their sole discretion at any time without
prior notice to you.

Customer Service
Shopify will use its commercially reasonable efforts to provide
customer support to help resolve issues relating to the Service.
The Processor retains sole and exclusive responsibility for
processing Transactions and the settlement of funds, but Shopify
will provide reasonable assistance in liaising between you and
the Processor concerning the Processing Services. You assume
sole and exclusive responsibility for providing customer service
or support to your Customers for any and all issues related to
your products and services, including, but not limited to,
issues arising from the processing of Customers’ Cards through
the Service.

Taxes
You have sole and exclusive responsibility to determine what, if
any, taxes apply to the sale of your goods and services and/or
the payments you receive in connection with your use of the
Service (“Taxes”). It is solely your responsibility to assess,
collect, report, or remit the correct tax to the proper tax
authority, whether in Customer jurisdiction, your jurisdiction
or elsewhere. Shopify is not obligated to, nor will we determine
whether Taxes apply, or calculate, collect, report, or remit any
Taxes to any tax authority arising from any Transaction. Shopify
retains the right but not the obligation, at its sole
discretion, to complete and file tax or related reports with tax
authorities regarding Transactions in those jurisdictions where
Shopify deems such reporting necessary. You hereby indemnify and
hold Shopify harmless from and against any and all liability
related to Taxes and filings made by Shopify in respect thereof.

Security
We maintain commercially reasonable administrative, technical
and physical procedures to protect all the personal information
regarding you and Customers that is stored in our servers from
unauthorized access, accidental loss or modification. Shopify
cannot, however, guarantee that unauthorized third parties will
never be able to defeat those measures or use such personal
information for improper purposes.

Data Security
You assume full responsibility for the security of data on your
website or otherwise in your possession or control. You agree to
comply with all applicable laws and rules in connection with
your collection, security and dissemination of any personal,
financial, Card, or Transaction information (collectively,
“Data" or “Cardholder Data”). You agree that at all times you
shall be compliant with applicable Payment Card Industry Data
Security Standards (“PCI-DSS”) and the Payment Application Data
Security Standards (“PA-DSS”). You agree to promptly provide
Shopify with documentation evidencing your compliance with PCI
DSS and/or PA DSS upon request. You also agree that you will use
only PCI-DSS and PA-DSS compliant service providers in
connection with the storage, or transmission of Card Data,
including Cardholder’s account number, expiration date, and
CVV2. You must not store CVV2 data at any time. Information on
PCI-DSS can be found on the PCI
Council’s website. It is your responsibility to comply with
these standards and all the Payment Network Rules.

Audit Right
If Shopify believes that a security breach or compromise of data
may have occurred, Shopify may require you to have a third party
auditor, that is approved by Shopify, conduct a security audit
of your systems and facilities and issue a report to be provided
to Shopify, Processor, its acquiring bank, Payment Networks and
law enforcement, at your sole cost and expense.

Privacy
Your privacy and the protection of your data are very important
to us. You acknowledge that you have received, read in full and
agree with the terms of our Privacy
Policy which is hereby incorporated into this Agreement. Our
Privacy Policy contains important information about the
collection, use, retention and disclosure of personal
information as well as other important matters and explains how
and for what purposes we collect, use, retain, disclose and
safeguard the information you provide to us. You also
acknowledge that the Processor is required to report your
business name and the name of your principals to the Member
Alert To Control High-Risk merchants list of MasterCard (“MATCH
List”) maintained by MasterCard and accessed and updated by
American Express, VMAS database upheld by Visa Europe or to the
Consortium Merchant Negative File maintained by Discover, if
applicable, pursuant to the requirements of the Payment Network
Rules.

We will at all times comply with the provisions of applicable
data protection law. If we process any personal data on your
behalf when performing our obligations under this Agreement, we
and you both agree that it is our intention that you shall be
the data controller and we shall be the data processor in
relation to that data. We shall process the personal data only
in accordance with the terms of this Agreement and any lawful
instructions reasonably given by you to us from time to time.

We will notify you (within a reasonable time frame) if we
receive a request from a person to have access to that person’s
personal data, a complaint or request relating to your
obligations under applicable data protection legislation, or any
other communication relating directly to the processing of any
personal data in connection with this Agreement.

We will provide you with reasonable co-operation and assistance
in relation to any complaint or request made in respect of any
personal data processed by us on your behalf, including by
providing you with details of the complaint or request,
complying with any data subject access requests (within the
relevant timescales set out in applicable data protection
legislation) and providing you with any personal data we hold in
relation to a person making a complaint or request (again,
within a reasonable timescale).

You acknowledge that we are relying on you for direction as to
the extent to which we are entitled to use and process the
personal data you provide us with. Consequently, we will not be
liable for any claim brought by a data subject arising from any
action or omission by us, to the extent that such action or
omission resulted from your instructions.

You consent to the exchange of your information between the
account you have established through the Shopify Services and
that established under this Agreement; Shopify will comingle
such accounts and refers to them, together, in this Agreement as
the Shopify Payments Account.

In order to process, use, record and disclose your personal
information, information related to your business and Data, we
or our agents may transfer such information to and receive it
from Processor, its acquiring bank or their respective agents,
and in so doing we may transmit or possess it outside of your
jurisdiction.

Privacy of Others
You represent to us that you are in compliance with all
applicable privacy laws, you have obtained all necessary rights
and consents under applicable law to allow us and Processor to
collect, use, retain and disclose any Cardholder Data that you
provide to or authorizes us to collect, including information
that we may collect directly from you of Customers via cookies
or other means, and that we will not be in breach of any such
laws by collecting, receiving, using and disclosing such
information in connection with the Service. As between the
parties to this Agreement, you are solely responsible for
disclosing to Customers that we will use their Cardholder Data
in our supply of the Services to you and that in so doing we may
transmit or possess it outside of your or their jurisdiction.

If you receive information about others, including Cardholders
and other Customers, through the use of the Service, you must
keep such information confidential and only use it in connection
with the Service or as otherwise permitted by the subject of
such information.

You may not disclose or distribute any such information to a
third party or use any such information for marketing purposes
unless you receive the express consent of the subject thereof to
do so. You may not disclose Cardholder Data to any third party,
other than in connection with processing a Card Transaction
requested by the Customer.

Restricted Use
You are required to obey all laws, rules, and regulations
applicable to your use of the Service (for example, including
those governing financial services, consumer protections, unfair
competition, anti-discrimination or false advertising). In
addition to any other requirements or restrictions set forth in
this Agreement, you shall not: (i) utilize the credit available
on any Card to provide cash advances to Cardholders, (ii) submit
any Card Transaction for processing that does not arise from
your sale of goods or service to a buyer Customer, (iii) act as
a payment intermediary or aggregator or otherwise resell our
services on behalf of any third party, (iv) send what you
believe to be potentially fraudulent authorizations or
fraudulent Card Transaction, or (v) use the Service or the
Processing Services in a manner that a Payment Network
reasonably believes to be an abuse of the Payment Network or a
violation of Payment Network Rules.

You further agree not to, nor to permit any third party to, do
any of the following: (i) access or attempt to access our
systems, programs or data that are not made available for public
use: (ii) copy, reproduce, republish, upload, post, transmit,
resell or distribute in any way material from us; (iii) permit
any third party to use and benefit from the Service via a
rental, lease, timesharing, service bureau or other arrangement;
(iv) transfer any rights granted to you under this Agreement;
(v) work around any of the technical limitations of the Service,
use any tool to enable features or functionalities that are
otherwise disabled in the Service, or decompile, disassemble or
otherwise reverse engineer the Service, except to the extent
that such restriction is expressly prohibited by law; (vi)
perform or attempt to perform any actions that would interfere
with the proper working of the Service, prevent access to or use
of the Service by our other users, or impose an unreasonable or
disproportionately large load on our infrastructure; or (vii)
otherwise use the Service except as expressly allowed under this
section.

Suspicion of Unauthorized or Illegal Use
We reserve the right to not provide Services in respect of any
Transaction you submit which we believe in our sole discretion
is in violation of this Agreement, any other Shopify or
Processor agreement, or exposes you, Shopify or Processor or any
other third party to actual or potential risk or harm, including
but not limited to fraud and other criminal acts. You are hereby
granting us authorization to share information with law
enforcement about you, your Transactions, or your Shopify
Payments Account (as defined below).

Payment Network Rules
The Payment Networks have established guidelines, bylaws, rules,
and regulations in the form of the Payment Network Rules. You
are required to comply with all Payment Network Rules that are
applicable to merchants all of which are incorporated herein by
reference. The Payment Network Rules for Visa and MasterCard are
available on the Internet at the following links: Visa and MasterCard . The Payment Networks reserve
the right to amend the Payment Network Rules. In so far as the
terms of this Agreement are inconsistent with the Payment
Network Rules, the latter shall prevail.

Disclosures and Notices
You agree that Shopify can provide disclosures and notices,
including tax forms that we deem appropriate regarding the
Service to you by posting such disclosures and notices on our
website, emailing them to the email address listed in the
Shopify Account profile, or mailing them to the address listed
therein. You also agree that electronic disclosures and notices
have the same meaning and effect as if we had provided you with
a paper copy. Such disclosures and notices shall be considered
to be received by you within 24 hours of the time it is posted
to our website or emailed to you unless we receive notice that
the email was not delivered.

Automatic Reminders
We may use automated telephone dialling, text messaging systems
and email to provide messages to you about your Shopify Payments
Account (as defined below). The telephone messages may be played
by a machine automatically when the telephone is answered,
whether answered by you or another party. These messages may
also be recorded by your answering machine or voicemail. You
give us permission to call or send a text message to any
telephone number which you have given us and to play pre-
recorded messages or send text messages with information about
this Agreement or your account over the phone. You agree that we
will not be liable to you for any such calls or electronic
communications, even if information is communicated to an
unintended recipient. You understand that, when you receive such
calls or electronic communications, you may incur a charge from
the company that provides you with telecommunications, wireless
and/or Internet services. You agree that we have no liability
for such charges. You agree to immediately notify us if you
change telephone numbers or are otherwise no longer the
subscriber or customary user of a telephone number you have
previously provided to us.

B. Getting a Service Account

Registration
The Service is only made available to persons in the Designated
Country that operate a business selling goods and services, and
the Service is not made available to persons to accept Card
payments for personal, family or household purposes. To use
Shopify Payments for your business, you are required to register
for a Shopify Payments service account (“Shopify Payments
Account”). When you register for a Shopify Payments Account, we
will collect basic information including your name, business
owner information, company name, location, email address,
business registration information and phone number.

You may choose to register as an individual (sole proprietor) or
as a company or other business organization. If you register as
a company or business, you must be authorized to act on behalf
of the business and have the authority to bind the business to
this Agreement. In order to sign up a business to use the
Service, you must agree to this Agreement on behalf of the
business. If you have so agreed, the term “Merchant”, “you” or
“your” will mean you, the natural person acting as a business,
as well as the business you represent. You understand that by
registering for a Shopify Payments Account, you are also
registering for a Processor Account under the Processor Terms,
and that you are simultaneously providing your information to
Shopify for the purpose of opening a Shopify Payments Account,
and to Processor for the purpose of establishing you Processor
Account.

Company Descriptions and Site URL
As part of your registration, you must provide the name under
which you do business (which may be the business’s legal name or
a “doing business name”) (e.g. MyStore Online Widgets), and a
billing descriptor. These two fields and your site URL (e.g.
www.mystore.com) may appear in your Customers’ credit or debit
Card statements. To avoid Customer confusion and Transaction
disputes, it is important that you enter a description that
clearly identifies your business. You hereby agree to indemnify
us from any costs, liabilities, losses or expenses from disputes
due to your failure to do so.

Verification and Underwriting
To verify your identity, we may, at our discretion, require
additional information including your company registration
number, your GST number and date of birth. We may also ask for
additional information to help verify your identity and assess
your business risk including business invoices, a driver’s
license or other government issued identification, or a business
license for you or any of the owners or principals of your
business. We may ask you for financial statements. We may
request your permission to do a physical inspection at your
place of business and to examine books and records that pertain
to your compliance with this Agreement. Your failure to comply
with any of these requests within five (5) days may result in
suspension or termination of your Shopify Payments Account and
Processor Account. You authorize us to retrieve additional
information about you from third parties and other
identification services. Shopify may use your information to
apply for Card merchant acquiring accounts on your behalf with
certain Payment Networks (such as American Express).

After we have collected and verified all your information, we
will review your account and determine if you are eligible to
use the Service. We will notify you once your account has been
either approved or deemed ineligible for use of the Service.

By accepting the terms of this Agreement, you are providing us
with authorization to retrieve information about you by using
third parties, including credit bureaus and other information
providers. You acknowledge that such information retrieved may
include your name, address history, credit history, and other
data about you. We may periodically update this information to
determine whether you continue to meet the eligibility
requirements for a Shopify Payments Account.

You agree that Shopify is permitted to contact and share
information about you and your application (including whether
you are approved or declined), your Shopify Payments Account and
Processor Account with the Processor and other third parties in
order to perform the Services. This includes sharing information
(i) about your Transactions for regulatory or compliance
purposes, (ii) for use in connection with the management and
maintenance of the Service, (iii) to create and update their
Customer records about you and to assist them in better serving
you, and (iv) to conduct our risk management process.

Shopify Payments Account
In registering for a Shopify Payments Account, you are obliged
to identify the jurisdiction from where you are operating the
business that will use the Services (the “Designated Country”).
By registering for a Shopify Payments Account, you are
confirming that you are either a legal resident of the
Designated Country or you are duly licensed as a business entity
authorized to conduct business in the Designated Country. The
Service and Shopify Payments Account may only be used in the
Designated Country.

By accepting this Agreement you confirm that you will satisfy
these requirements.

You will not impose any fee or surcharge on a customer that
seeks to use an eligible payment card. You will provide a
receipt to the customer at the conclusion of the purchase
transaction that includes all information required under Payment
Network rules and applicable law.

Prohibited Businesses
The following categories of businesses and business practices are prohibited from using the Shopify Payments
Service (“Prohibited Businesses”). Prohibited Business categories may be imposed through Payment Network Rules
or the requirements of the Processor’s Financial Services Providers. The types of businesses listed below are
representative, but not exhaustive. If you are uncertain as to whether your business is a Prohibited Business,
or have questions about how these requirements apply to you, please
contact us. We may add to or update the Prohibited Business list at any
time.

Virtual currency that can be monetized, resold, or converted
to physical or digital products and services or otherwise exit
the virtual world (e.g., Bitcoin); sale of stored value,
quasi-cash or credits maintained, accepted and issued by anyone
other than the seller

IP Infringement, regulated or illegal products and services

Intellectual property or proprietary rights
infringement

Sales, distribution, or access to counterfeit music, movies,
software, or other licensed materials without the appropriate
authorization from the rights holder; any product or service
that infringes or facilitates infringement upon the trademark,
patent, copyright, trade secrets, or proprietary or privacy
rights of any third party; use of Shopify intellectual property
without express consent from Shopify; use of the Shopify name or
logo including use of Shopify trade or service marks
inconsistent with the
Shopify Trademark Usage Guidelines,
or in a manner that otherwise harms Shopify or the Shopify
brand; any action that implies an untrue endorsement by or
affiliation with Shopify

Counterfeit or unauthorized goods

Unauthorized sale or resale of brand name or designer
products or services; sale of goods or services that are
illegally imported or exported

Unfair, predatory, or deceptive practices

Platforms that facilitate the publication and removal of
content (such as mug shots), where the primary purpose of
posting such content is to cause or raise concerns of
reputational harm

No-value-added services

Sale or resale of a service without added benefit to the
buyer; resale of government offerings without authorization or
added value; sites that we determine in our sole discretion to
be unfair, deceptive, or predatory towards consumers

Products or services that are otherwise prohibited by our financial partners

Aggregation

Engaging in any form of licensed or unlicensed aggregation
of funds owed to third parties, factoring, or other activities
intended to obfuscate the origin of funds

Drug paraphernalia

Any equipment designed for making or using drugs, such as
bongs, vaporizers, and hookahs

Sale of Twitter followers, Facebook likes, YouTube views,
and other forms of social media activity

Substances designed to mimic illegal drugs

Sale of a legal substance that provides the same effect as
an illegal drug (e.g., salvia, kratom)

Video game or virtual world credits

Sale of in-game currency unless the merchant is the operator
of the virtual world

Use of Shopify Payments in a manner
inconsistent with its intended use or as expressly prohibited in
the Terms of Service

Use of Shopify Payments principally as a virtual terminal
(e.g., submitting card transactions by manually inputting card
information); processing where there is no bona fide good or
service sold, or donation accepted; card testing; evasion of
card network chargeback monitoring programs; sharing cardholder
information with another merchant for payment of upsell or
cross-sell product or service; offering substantial rebates or
incentives to the cardholder subsequent to the original
purchase

C. Processing Card Transactions and Receiving Your Funds

Categories of Fees
Fees for Processing are set out in the fee schedule at the end
of this Agreement (the “Processing Fees”). Processing Fees shall
be paid pursuant to the Processor Terms and shall be collected
from you by Processor thereunder.

If available, fees for POS Equipment are posted here www.shopify.com/POS/hardware (the “POS
Equipment Fees”). At our discretion, POS Equipment Fees will be
collected on our behalf by Processor pursuant to the Processor
Terms or by such other means as we may prescribe from time to
time.

Fees for Shopify Services are collected by Shopify pursuant to
the Shopify Terms (the “Shopify Service Fees”).

Shopify Service Fees, Processing Fees and Equipment Fees shall
be referred to herein as the “Fees”.

We reserve the right to change the Fees at any time, subject to
a thirty (30) day notice period to you. If you continue to use
the Services and Processor Services for such thirty (30) days
then you are deemed to have accepted the change in Fees
contemplated by such notice.

Indemnification Concerning Fees
Shopify has agreed to indemnify and hold Processor harmless for
some, and in some cases, all of your unpaid Processing Fees and
other liabilities occurring under Processor Terms. In so far as
Shopify becomes liable to Processor or any other third party for
any Processing Fees or other liabilities under or in respect of
the Processor Terms, you agree to indemnify and hold Shopify
harmless from and against any and all such liabilities.

Additionally, we may require a personal guaranty from a
principal of a business for funds owed under this Agreement.

Security Interest
As security for performance of your obligations under this
Agreement, you grant us a first priority lien and security
interest in funds maintained as a reserve account by the
Processor or its acquiring bank under the Processor Terms (the
“Reserve Account”), all Card Transactions (including future Card
Transactions), any rights to receive credits or payments under
the Processor Terms, and all deposits and other property of your
possessed or maintained by Processor on your behalf. You will
execute, deliver, and pay the fees for any documents we request
to create, perfect, maintain and enforce this security interest.

D. Termination and Other General Legal Terms

Term
The Agreement is effective upon the date you agree to it (by
electronically indicating acceptance) and continues so long as
you use the Service or until terminated by Shopify.

Termination
You may terminate this Agreement by closing your Shopify
Payments Account at any time by following the instructions on
our website in your Account profile. We may terminate this
Agreement and close your Shopify Payments Account at any time
for any reason. We may suspend your Shopify Payments Account and
your access to the Service and any rights in respect of your
Shopify Payments Account, or terminate this Agreement at any
time or for any reason, including if (i) we determine in our
sole discretion that you may be ineligible for the Service
because of the risk associated with your Shopify Payments
Account, including without limitation significant credit or
fraud risk, or for any other reason; (ii) you may not comply
with any of the provisions of this Agreement, or (iii) upon
request of Payment Network, Processor or a Card issuer.
Termination of the Processor Terms may, at the discretion of
Shopify, result in a termination of this Agreement. Termination
of this Agreement shall entitle Shopify to cause Processor to
terminate the Processor Terms.

If Processor terminates the Processor Terms or indicates its
intention to do so, or if you elect to cease processing with
such Processor, we have the right, but not the obligation, to
offer you a substitute Processor that is integrated with the
Shopify Payments Account. Upon your acceptance of the terms of
service of such substitute Processor they shall be deemed to
have replaced the Processor contemplated herein provided that
your liabilities to the Processor herein shall not be diminished
on account of accepting the terms of the substitute Processor.

Effects of Termination
Upon termination and closing of your Shopify Payments Account,
we will immediately discontinue your access to the Service. You
agree to complete all pending Transactions, immediately remove
all logos for Cards, and stop accepting new Transactions through
the Service. You will not be refunded the remainder of any Fees
that you have paid for the Service if you access to or use of
the Service is terminated or suspended. Any funds in our custody
will be paid out to you subject to the terms of your Payment
Schedule.

Termination does not relieve you of your obligations as defined
in this Agreement and Processor may elect to continue to hold
any funds deemed necessary pending resolution of any other terms
or obligations defined in this Agreement, including but not
limited to Chargebacks, Fees, Refunds, or other investigations
or proceedings.

Upon termination you agree: (i) to immediately cease your use of
the Service (ii) to discontinue use of any Shopify or Processor
trademarks and to immediately remove any Shopify or Processor
references and logos from Merchant Site (iii) that the license
granted under this Agreement shall end, (iv) that we reserve the
right (but have no obligation) to delete all of your information
and account data stored on our servers, and (v) we will not be
liable to you for compensation, reimbursement, or damages in
connection with your use of the Service, or any termination or
suspension of the Service or deletion of your information or
account data.

Ownership
The Service is licensed and not sold. We reserve all rights not
expressly granted to you in this Agreement. The Service is
protected by copyright, trade secret and other intellectual
property laws. We own the title, copyright and other worldwide
Intellectual Property Rights (as defined below) in the Service
and all copies of the Service. This Agreement does not grant you
any rights to our trademarks or service marks.

For the purposes of this Agreement, “Intellectual Property
Rights" means all patent rights, copyright rights, mask work
rights, moral rights, rights of publicity, trademark, trade
dress and service mark rights, goodwill, trade secret rights and
other intellectual property rights as may now exist or hereafter
come into existence, and all applications therefore and
registrations, renewals and extensions thereof, under the laws
of any state, country, territory or other jurisdiction.

You may choose to or we may invite you to submit comments or
ideas about the Service, including without limitation about how
to improve the Service or our products (“Ideas”). By submitting
any Idea, you agree that you disclosure is gratuitous,
unsolicited and without restriction and will not place us under
any fiduciary or other obligation, and that we are free to use
the Idea without any additional compensation to you, and/or to
disclose the Idea on a non-confidential basis or otherwise to
anyone. You further acknowledge that, by acceptance of your
submission, we do not waive any rights to use similar or related
ideas previously known to us, or developed by our employees, or
obtained from sources other than you.

Your Liability
Nothing in this Agreement shall serve to diminish your liability
under the Processor Terms or Shopify Terms. You are obliged to
fulfill your obligations under this Agreement and those under
the Processor Terms and Shopify Terms.

Representation and Warranties
You represent and warrant to us that: (a) you are at least
eighteen (18) years of age; (b) you are eligible to register and
use the Service and have the right, power, and ability to enter
into and perform under this Agreement; (c) the name identified
by you when you registered is your name or business name under
which you sell goods and services; (d) any sales Transaction
submitted by you will represent a bona fide sale by you; (e) any
sales Transactions submitted by you will accurately describe the
goods and/or services sold and delivered to a purchaser; (f) you
will fulfill all of your obligations to each Customer for which
you submit a Transaction and will resolve any consumer dispute
or complaint directly with the purchaser; (g) you and all
Transactions initiated by you will comply with all applicable
laws, rules, and regulations applicable to your business,
including any applicable tax laws and regulations; (h) except in
the ordinary course of business, no sales Transaction submitted
by you through the Service will represent a sale to any
principal, partner, proprietor, or owner of your entity; (i) you
will not use the Service, directly or indirectly, for any
fraudulent undertaking or in any manner so as to interfere with
the use of the Service.

NO WARRANTIES
THE SERVICE AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON
AN “AS IS" AND “AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES,
EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF
THE SERVICE IS AT YOUR OWN RISK.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY
YOU FROM OR THROUGH THE SERVICE OR FROM (I) SHOPIFY; (II)
PROCESSOR, SUPPLIERS OR LICENSORS OF SHOPIFY OR PROCESSOR; OR
(III) ANY OF THE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND
EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (I) OR (II) ABOVE
(COLLECTIVELY, THE “DISCLAIMING ENTITIES" AND INDIVIDUALLY A
“DISCLAIMING ENTITY”), WILL CREATE ANY WARRANTY. YOU
SPECIFICALLY ACKNOWLEDGE THAT WE DO NOT HAVE ANY CONTROL OVER
THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE SERVICES,
AND WE CANNOT ENSURE THAT YOUR CUSTOMERS WILL COMPLETE A
TRANSACTION OR ARE AUTHORIZED TO DO SO.

WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT
WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED
THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE
SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE
AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE SERVICE
WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY
DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE
OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER
DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE
IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT
RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO
REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO
COMPLETE THE PROCESSING OF A TRANSACTION.

THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR
ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR
OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED
WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER
ADVERTISING, AND NEITHER SHOPIFY, STRIPE NOR WELLS FARGO WILL BE
A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND
THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Limitation of Liability and Damages
IN NO EVENT SHALL A DISCLAIMING ENTITY (AS DEFINED ABOVE) BE
LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT,
PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY
DAMAGES ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS
AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE
OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO
CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES (AS DEFINED
ABOVE) BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING
FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF
THE SERVICE OR YOUR SERVICE ACCOUNT OR THE INFORMATION CONTAINED
THEREIN.

THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY
FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE
WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE;
(B) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN
CONNECTION WITH THE SERVICES AND/OR ANY AND ALL PERSONAL
INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF
TRANSMISSION TO OR FROM THE SERVICE; (D) ANY SOFTWARE BUGS,
VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE
TRANSMITTED TO OR THROUGH THE SERVICE; (E) ANY ERRORS,
INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY
LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR
INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED,
OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (F) USER
CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY
THIRD PARTY.

WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION D8,
THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE
LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN
THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO SHOPIFY DURING
THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT
GIVING RISE TO THE CLAIM FOR LIABILITY.

THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE
LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT
LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF
SHOPIFY OR PROCESSOR HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE.

THE PROVISIONS OF THIS SECTION D8 SHALL APPLY TO THE FULLEST
EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

The Service is controlled and operated from facilities in Canada
and the United States. We make no representations that the
Service is appropriate or available for use in other locations.
Those who access or use the Service from other jurisdictions do
so at their own volition and are entirely responsible for
compliance with all applicable United States, Canada foreign and
local laws and regulations, including but not limited to export
and import regulations. You may not use the Service if you are a
resident of a country embargoed by the United States, Canada or
are a foreign person or entity blocked or denied by the United
States government or the Government of Canada.

Disputes; Choice of Law; Jurisdiction and Venue
You agree that any disputes arising out of or relating to this
Agreement or the Service shall be resolved in accordance with
this Section 9.

This Agreement is governed by the laws of the Province of
Ontario, Canada (without regard to its choice of law
provisions). The exclusive venue for any actions or claims
arising under or related to this Agreement shall be a court of
competent jurisdiction in Ottawa, Ontario, Canada. Headings are
included for convenience only, and shall not be considered in
interpreting this Agreement. The Agreement does not limit any
rights that we may have under trade secret, copyright, patent or
other laws. Our failure to assert any right or provision under
this Agreement shall not constitute a waiver of such right or
provision. No waiver of any term of this Agreement shall be
deemed a further or continuing waiver of such term or any other
term.

Right to Amend
We have the right to change or add to the terms of this
Agreement at any time, and to change, delete, discontinue, or
impose conditions on any feature or aspect of the Service or
software with notice that we in our sole discretion deem to be
reasonable in the circumstances, including such notice on our
website at http://www.shopify.com or any other website
maintained or owned by us for the purposes of providing services
in terms of this Agreement. Any use of the Service after our
publication of any such changes shall constitute your acceptance
of this Agreement as modified.

Assignment
This Agreement, and any rights and licenses granted hereunder,
may not be transferred or assigned by you without our prior
written consent, but may be assigned by us without consent or
other restriction.

Change of Business
You agree to give us at least 30 days prior notification of your
intent to change your current product or services types, your
trade name or the manner in which you accept payment. You agree
to provide us with prompt notification if you are the subject of
any voluntary or involuntary bankruptcy or insolvency petition
or proceeding. You also agree to promptly notify us of any
adverse change in your financial condition, any planned or
anticipated liquidation or substantial change in the basic
nature of your business, any transfer or sale of 25% or more of
your total assets or any change in the control or ownership of
your or your parent entity. You will also notify us of any
judgment, writ, warrant of attachment, execution or levy against
25% or more of your total assets not later than three days after
you obtain knowledge of it.

Parties
This Agreement binds you and your respective heirs,
representatives, and permitted and approved successors
(including those by merger and acquisition) or any permitted
assigns.

Third Party Services and Links to Other Web Sites
You may be offered services, products and promotions provided by
third parties and not by us. If you decide to use these Third
Party Services, you will be responsible for reviewing and
understanding the terms and conditions associated with these
services. You agree that we are not responsible for the
performance of these services. The Shopify website may contain
links to third party websites as a convenience to you. The
inclusion of any website link does imply an approval,
endorsement, recommendation by us. You agree that your access
any such website at your own risk, and that the site is not
governed by the terms and conditions contained in this
Agreement. We expressly disclaim any liability for these
websites. Please remember that when you use a link to go from
our website to another website, our Privacy Policy is no longer
in effect. Your browsing and interaction on any other website,
including those that have a link on our website, is subject to
that website’s own rules and policies.

Force Majeure
No party will be liable for delays in processing or other
nonperformance caused by such events as fires,
telecommunications failures, utility failures, power failures,
equipment failures, labor strife, riots, war, terrorist attack,
nonperformance of our vendors or suppliers, acts of God, or
other causes over which the respective party has no reasonable
control, except that nothing in this section will affect or
excuse your liabilities and obligations under Section D6,
including without limitation for Reversals, Chargebacks, Claims,
fines, fees, refunds or unfulfilled products and services.

Entire Agreement; Remedies
These terms and conditions and all policies and procedures that
are incorporated herein by reference constitute the entire
agreement between you and Shopify with respect to the provision
of the Service. In the event of a conflict between this
Agreement and any other Shopify or Processor agreement or
policy, this Agreement shall prevail on the subject matter of
this Agreement. Except as expressly provided in this Agreement,
these terms describe the entire liability of Shopify and our
vendors and suppliers and sets forth your exclusive remedies
with respect to the Service and your access and use of the
Service. If any provision of this Agreement (or portion thereof)
is held to be invalid or unenforceable under applicable law,
then it shall be changed and interpreted to accomplish the
objectives of such provision to the greatest extent possible
under applicable law, and the remaining provisions will continue
in full force and effect. This Agreement has been reviewed by
you with the benefit of independent legal counsel to the extent
you consider necessary and any rule of construction to the
effect that ambiguities are to be resolved against the drafting
party shall not apply to the construction or interpretation of
this Agreement. The rights conferred upon us in this Agreement
are not intended to be exclusive of each other or of any other
rights and remedies we may have at law or in equity. Rather,
each and every right we may have under this Agreement, at law or
in equity is cumulative and concurrent and in addition to every
other right.

Survival
In addition to any provision that is reasonably necessary to
accomplish or enforce the purpose of this Agreement, the
following sections of this Agreement survive and remain in
effect in accordance with their terms upon the termination of
this Agreement: Sections A6 Payment Methods, A8 Taxes, A9
Security, A10 Data Security, A11 Audit Right, A12 Privacy, A13
Privacy of Others, A14 Restricted Use, A16 Payment Network
Rules, A17 Disclosures and Notices, Section C Processing Card
Transactions and Receiving Your Funds, Section D Termination and
Other General Legal Terms.